Investor group led by JAB and DEMB have reached conditional agreement on a recommended full public offer for D.E MASTER BLENDERS 1753 (DEMB) of € 12.50 (cum dividend) in cash per ordinary share. This is 2% below the price (€ 12.75) indicated on 28 March. The intended offer values 100% of the issued and outstanding DEMB shares at approximately € 7.5 bn (on a fully diluted basis).
The Offer price represents a 36% premium to the volume-weighted average closing price for the 3 months up to and including March 27, 2013.
The board of DEMB fully supports and unanimously recommends the Offer. Committed financing is in place.
The consummation of the Offer will be subject to several conditions. One of them relates to a minimum acceptance of 95% of DEMB issued and outstanding ordinary shares on a full diluted basis.
In the event of a superior Offer, the investor group led by JAB will be given the opportunity to match such offer.
The intended Offer will be launched as soon as practically possible and in accordance with the applicable statutory timetable and other requirements. The Offer Memorandum is expected to be published and the Offer is expected to commence in the second quarter of calendar year 2013. DEMB will hold an informative Extraordinary General Meeting of Shareholders at least 6 business days before closing of the offer period. The extraordinary general meeting of shareholders of D.E MASTER BLENDERS 1753 that was convened for Wednesday April 17, 2013 is cancelled.
We lower our target price from € 12.75 to € 12.50 and change our rating from Hold to Accept the offer. The offer price implies a P/E of 25x for 2014 and 22x for 2015 and an EV/EBITDA of 15.7x for 2014 and 14.0x for 2015. We consider the probability of a higher offer to be slim.